These Referral Terms and Conditions, together with the executed Referral Letter of Agreement (collectively referred to as the "Agreement"), constitute the complete and binding agreement between the parties concerning the referral of individuals or organizations for roles, jobs, or contract opportunities. This Agreement supersedes all prior agreements, communications, and understandings related to the subject matter. Referrers without an executed Referral Letter of Agreement are not entitled to any benefits other than acknowledgment of their referral.
1. Definitions
1.1 Confidential Information
"Confidential Information" refers to information shared by one party with the other that a reasonable person would consider confidential under the circumstances of disclosure. This includes, but is not limited to, proprietary information, hiring plans, candidate details, organizational needs, financial data, and operational strategies. Confidential Information may be provided in written, oral, or visual formats and should be marked "Confidential" when practical. However, the absence of such a marking does not negate its confidential status.
1.2 Referred Candidate
An individual or organization introduced by the Referrer for consideration for a job, role, or contract opportunity as specified in the Referral Letter of Agreement.
1.3 Referral Fee
The payment or benefit outlined in the Referral Letter of Agreement, provided to the Referrer upon successful appointment or hiring of the Referred Candidate, subject to the terms of this Agreement.
1.4 Successful Appointment
The hiring, contracting, or engagement of the Referred Candidate by the receiving party (e.g., the employer or contracting organization), resulting directly from the Referrer’s introduction, within the Agreement’s term. A Successful Appointment must be documented and confirmed in writing by all relevant parties during the Agreement's term.
1.5 Term
The period specified in the Referral Letter of Agreement during which the Agreement is in effect.
2. Responsibilities and Reservations
2.1 Mutual Responsibilities
Both parties agree to:
- Comply with the terms and conditions of this Agreement.
- Conduct their activities in a manner that promotes mutual trust and professionalism.
- Bear their own costs and expenses related to the fulfillment of their obligations under the Agreement.
- Adhere to all applicable laws, regulations, and ethical standards related to recruitment and hiring practices.
2.2 Referrer’s Restrictions
The Referrer must not:
- Misrepresent the qualifications, experience, or suitability of a Referred Candidate.
- Make commitments or guarantees on behalf of the hiring or contracting organization without prior written approval.
- Engage in unethical or illegal recruitment practices, including but not limited to discrimination or falsification of information.
2.3 Reservation of Rights
The hiring or contracting organization reserves the right to:
- Discontinue or modify the role, job, or contract opportunity at its discretion.
- Reject any Referred Candidate without obligation to provide reasons or justification.
3. Compensation
3.1 Referral Fee Payment
Referral Fees, as outlined in the Referral Letter of Agreement, will be paid to the Referrer within 30 days of the Referred Candidate’s successful completion of an agreed-upon employment or engagement period (e.g., a probationary period) or as otherwise specified in the Agreement.
3.2 Currency
All payments under this Agreement will be made in U.S. dollars.
3.3 Taxes
Each party is responsible for their own tax obligations related to payments received or made under this Agreement.
3.4 Exclusions
Referral Fees will not be payable under the following circumstances:
- If the Referred Candidate is already known to or under consideration by the hiring organization.
- If the Referred Candidate’s engagement is terminated within a specified initial period (e.g., 90 days) due to performance or other valid reasons.
- If the Referred Candidate is hired for a role different from the one referred without prior written acknowledgment by the hiring organization.
- If the Referred Candidate is introduced after the expiration of the Agreement’s term.
4. Proprietary Rights and Confidentiality
4.1 Ownership of Information
All rights, titles, and interests in any proprietary information, processes, or methods shared under this Agreement remain vested with the disclosing party. The Referrer acknowledges that the hiring organization retains all rights to the roles, job descriptions, and associated materials provided in connection with this Agreement. The Referrer may not use, modify, or disclose such information for any purpose other than fulfilling their obligations under this Agreement.
4.2 Confidentiality Obligations
Both parties agree to:
- Maintain the confidentiality of all information shared under this Agreement, including but not limited to candidate details, hiring processes, and organizational strategies.
- Use Confidential Information only for the purpose of fulfilling the obligations of this Agreement.
- Limit disclosure of Confidential Information to employees or consultants who have a legitimate need to know, provided such individuals are bound by confidentiality agreements.
4.3 Notification of Breach
Each party must promptly notify the other of any unauthorized use or disclosure of Confidential Information and take reasonable steps to prevent further breaches.
4.4 Trademarks and Branding
Each party retains ownership of their trademarks, service marks, and logos (“Marks”). Neither party may use the other party’s Marks without prior written consent, except as necessary to fulfill obligations under this Agreement.
5. Term and Termination
5.1 Term
The Term of this Agreement is as specified in the Referral Letter of Agreement. Extensions or modifications to the Term must be agreed upon in writing by both parties.
5.2 Termination for Breach
Either party may terminate this Agreement by providing written notice to the other party in the event of a material breach, unless the breaching party cures the breach within fifteen (15) days (or thirty (30) days in the case of failure to pay).
5.3 Other Grounds for Termination
This Agreement may also be terminated immediately if either party:
- Becomes insolvent or files for bankruptcy.
- Ceases operations or is otherwise unable to fulfill its obligations under this Agreement.
5.4 Effect of Termination
Upon termination or expiration of this Agreement:
- Both parties must return or destroy all Confidential Information belonging to the other party.
- Referral Fees will only be payable for Successful Appointments finalized during the Term.
- The Referrer will not be entitled to compensation for goodwill, anticipated fees, or other costs incurred in connection with this Agreement.
6. Warranties
6.1 General Warranties
Each party warrants that:
- It has the authority to enter into and perform its obligations under this Agreement.
- This Agreement does not conflict with any other agreements or obligations of the party.
- It will comply with all applicable laws and ethical standards in fulfilling its obligations.
6.2 Disclaimer of Warranties
Except as expressly provided herein, neither party makes any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
7. Indemnification
Each party agrees to indemnify, defend, and hold harmless the other party, its affiliates, and their respective officers, directors, and employees from any claims, liabilities, damages, or expenses arising from:
- The indemnifying party’s breach of this Agreement.
- Any misrepresentation or negligence by the indemnifying party.
The indemnifying party must promptly notify the other party of any such claims and provide reasonable cooperation in defense efforts.
8. Limitation of Liability
8.1 No Consequential Damages
Neither party will be liable for indirect, incidental, special, or consequential damages, including lost profits or business interruptions, arising out of this Agreement, even if advised of the possibility of such damages.
8.2 Liability Cap
The total liability of either party for any claims under this Agreement will not exceed the total Referral Fees paid to the Referrer in the twelve (12) months preceding the claim.
8.3 Exceptions
The limitations in this section do not apply to breaches of confidentiality or indemnification obligations or instances of gross negligence or willful misconduct.
9. Miscellaneous
9.1 Governing Law and Jurisdiction
This Agreement is governed by the laws of the State of North Carolina, excluding its conflict of law principles. Any disputes will be resolved exclusively in the courts located in North Carolina.
9.2 Assignment
The Referrer may not assign or transfer this Agreement without the prior written consent of the hiring organization. Any attempted assignment without such consent is void. This Agreement binds and benefits the parties and their permitted successors and assigns.
9.3 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
9.4 Entire Agreement
This Agreement, including the Referral Letter of Agreement, constitutes the entire agreement between the parties regarding its subject matter. It supersedes all prior agreements, representations, and understandings.
9.5 Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.
9.6 Compliance with Laws
Each party must comply with all applicable laws and regulations in performing its obligations under this Agreement.